8-K – 2026-05-08 – g085715_8k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 
 
 

 

 

FORM 8-K

 
 
 

 

 

CURRENT
REPORT

 

Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event
reported): May 8, 2026

 
 
 

 

 

ROCKET LAB CORPORATION

(Exact name of Registrant as Specified
in Its Charter)

 
 
 

 

 
 
 

Delaware
001-39560
39-2182599

(State or Other Jurisdiction

of Incorporation)
(Commission File Number)
(IRS Employer

Identification No.)

 
 
 

3881 McGowen Street
 

Long Beach , California
 
90808

(Address of Principal Executive Offices)
 
(Zip Code)

 
 
 

Registrant’s Telephone Number,
Including Area Code: 714 465-5737

 

Not Applicable

(Former Name or Former Address, if Changed
Since Last Report)

 
 
 

 

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section
12(b) of the Act:  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Title of each class
 
Trading

Symbol(s)
 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share
 
RKLB
 
The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
 

 

 

 

Item 8.01 Other Events.

 

On May 8, 2026, Rocket Lab Corporation (the “Company”)
filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in
the Company’s registration statement on Form S-3ASR filed with the SEC on March 11, 2025 (File No. 333-285707), as amended
by the Post-Effective Amendment No. 1 filed with the SEC on May 27, 2025 (the “Registration Statement”), covering the
resale by certain selling stockholders of up to 2,277,002 shares of the Company’s Common Stock in the aggregate issued on
April 14, 2026 in a private placement in connection with the previously announced acquisition of Mynaric AG, pursuant to a Stock
Purchase Agreement, dated as of September 25, 2025, by and among the Company, Rocket Lab USA, Inc., OC III LVS LIII LP, CO Finance
II LVS I LLC, Rocket Lab Germany GmbH via joinder dated April 13, 2026 and OC IV LVS VI LP via joinder dated April 13, 2026 (the
“Stock Purchase Agreement”). The prospectus supplement was filed in accordance with the Stock Purchase Agreement. A
copy of the legal opinion of Goodwin Procter LLP relating to the shares covered by the prospectus supplement is filed herewith
as Exhibit 5.1, and is filed with reference to, and is hereby incorporated by reference in, the Registration Statement.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 
 
 

Exhibit

No.
 
Description

 
 

5.1
 
Opinion of Goodwin Procter LLP.

 
 

23.1
 
Consent of Goodwin Procter LLP (included in Exhibit 5.1).

 
 

104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
 
 
 

 
 
 
ROCKET LAB CORPORATION

 
 
 
 

Date:
May 8, 2026
By:
/s/ Adam Spice

 
 
 
Adam Spice

Chief Financial Officer